Representations Concerning the Collateral Clause Samples

Representations Concerning the Collateral. Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Agent's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables and Affiliate Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables or Affiliate Receivable payable by Customers other than the acts which must reasonably and promptly in the ordinary course be taken by Borrower in connection with Cycle ▇▇▇▇▇▇▇▇, Media ▇▇▇▇▇▇▇▇ Receivables, Recruitment Media Billing Receivables and Close Date Receivables with respect to billing and delivery of invoices, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes and (iii) do not represent ▇▇▇▇ and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Scheduled Affiliate or Subsidiary of Borrower. (c) that Borrower and the Scheduled Affiliates ("Obligated Party") are solely responsible for payment of all advertising purchased by the Obligated Party from such media source and that the media source has no recourse against the Customer of an Obligated Party with respect to any such payment.

Representations Concerning the Collateral. Borrower represents and ----------------------------------------- warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Advance and made as of the time of each and every Revolving Advance hereunder): (a) all the Collateral (i) is owned by Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Agent's and any Lender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances o Borrower's part to make such Receivables payable by the Customers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent offsets or counterclaims, and (iii) do not represent ▇▇▇▇ and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of Borrower.

Representations Concerning the Collateral. Company represents and warrants: (a) its Collateral (i) is owned solely by Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Secured Party’s favor and (B) Permitted Encumbrances and (ii) is not subject to any agree­ment prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (i) all Receivables (x) represent complete bona fide transactions with Customers in the ordinary course of Company’s business which require no further act under any circumstances on Company’s part to make such Receivables payable by the Customers, (y) to the best of Company’s knowledge, are not subject to any present, future or contingent offsets, disputes or counterclaims, and (z) do not represent bill and hold sales, consignment sa▇▇▇, guaranteed sales, sale or return or other similar understandings or obligations of Company, (ii) to the best of Company’s knowledge, there are no facts, events or occurrences which in any way impair the validity of any Receivable or enforcement thereof or tend to reduce the amount payable under any Receivables and (iii) Company has no knowledge that any Customer is unable generally to pay its debts as they become due. (c) all Inventory is of good and merchantable quality, free from any defects. No Inventory is subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties. The completion of manufacture, sale or other disposition of Inventory by Secured Party following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which Company is a party or to which such property is subject.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner of such Collateral and had good and marketable title thereto (subject to the rights of ▇▇▇▇▇▇ ▇▇▇ with respect to the related Servicing Rights), free and clear of all Liens, and no Person, other than the Lender has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliate of Borrower) other than ▇▇▇▇▇▇ Mae pursuant to the ▇▇▇▇▇▇ ▇▇▇ Acknowledgment Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Borrower or ▇▇▇▇▇▇ Mae pursuant to the ▇▇▇▇▇▇ ▇▇▇ Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest of the Borrower in, to and under the Collateral, subject only to the interests of the related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a monthly summary report delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of Borrower in, to and under, subject t...

Representations Concerning the Collateral. Each Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Advance and made as of the time of each and every Revolving Advance hereunder): (a) each Borrower owns its respective Collateral free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Access Capital's favor and (B) Permitted Liens; (b) none of the Collateral is subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest (other than as set forth on Exhibit 7(b) attached hereto); and (c) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on the applicable Borrower's part to make such Receivables payable by the Customers (other than the providing of cable and/or other telecommunication services contracted for by such Borrower pursuant to a bona fide contract executed by such Customer and the applicable Borrower in the ordinary course of business), (ii) to the best of each Borrower's knowledge, are not subject to any present, future or contingent offsets or counter-claims, and (iii) do not represent ▇▇▇▇ and hold sales, consignment sales, guaranteed sales, sale or return or other similar under- standings or obligations of any Affiliate (other than Cacomm and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.) or Subsidiary of any Borrower.

Representations Concerning the Collateral. Each Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Advance and made as of the time of each and every Revolving Advance hereunder): (a) all the Collateral: (i) is owned by such Borrower free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement), except (A) those in Lender's favor and (B) Permitted Liens; and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on such Borrower's part to make such Receivables payable by the Customers, except for Receivables whereby such Borrower estimates its time spent and bills Receivables on such basis, (ii) to the best of such Borrower's knowledge, are not subject to any present, future or contingent offsets or counterclaims (other than allowances, accommodations, compromises or adjustments made in the ordinary course of business or which have the effect of reducing availability under this Agreement), and (iii) do not represent bill and hold sales, consignment sales, guaranteed sales, sale or r▇▇▇▇n or other similar understandings or obligations of any Affiliate or Subsidiary of such Borrower.

Representations Concerning the Collateral. The Credit Parties represent and warrant: (a) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on any Credit Party’s part to make such Receivables payable by the respective Customers, (ii) to the best of the Credit Parties’ knowledge, are not subject to any present, future or contingent Disputes; and (iii) do not represent ▇▇▇▇ and hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of any Credit Party; (b) the Credit Parties have no knowledge of any fact or circumstance not disclosed to the Purchasers which would impair the validity or collectibility of any Table of Contents Receivable other than Receivables not exceeding $500,000 in aggregate amount and that all documents in connection with each Receivable are genuine; and (c) in the event any amounts due and owing from any Customer to any Credit Party on any Receivable shall become subject to any Dispute, or to any other adjustment, such Credit Party agrees that it shall promptly provide the Collateral Agent with notice thereof. The Credit Parties further agree that they shall also notify the Collateral Agent promptly of all returns and credits in respect of any Receivables, which notice shall specify the Receivables affected.

Representations Concerning the Collateral. Borrower represents and warrants as to itself and each Subsidiary Guarantor represents and warrants as to itself (each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (i) all the Collateral is owned by Borrower or the Subsidiary Guarantors free and clear of all Liens except (A) those in Lender's favor and (B) Permitted Liens and (ii) none of the Collateral is subject to any enforceable agreement prohibiting or restricting the granting of a security interest to the Lender or requiring notice of or consent to the granting of a security interest; provided, however, that this Section 7(a)(ii) shall not apply to the contracts listed on Schedule 7(A) hereto; (b) all Receivables for Hydrocarbon sales (i) represent complete bona fide transactions which, with the exception of delivery of invoices, require no further act under any circumstances on either Borrower's or such Subsidiary Guarantor's, part to make such Receivables payable by Customers, (ii) to the best of Borrower's or such Subsidiary Guarantor's knowledge, except as disclosed to Lender, are not subject to any present, future or contingent Disputes and (iii) do not represent bill ▇▇▇ hold sales, consignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary Guarantor.

Representations Concerning the Collateral. The Borrower represents that: